Representations and Warranties of Trident. Each Trident Purchaser represents and warrants to each other party hereto as follows:
(a) Such Trident Purchaser has been duly formed and is validly existing under the laws of its respective jurisdiction of formation and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder.
(b) This Agreement has been duly and validly authorized by such Trident Purchaser and such Trident Purchaser has taken all necessary and appropriate action to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement has been duly executed and delivered by such Trident Purchaser and, assuming due authorization and valid execution and delivery by the Company, is a valid and binding obligation of such Trident Purchaser, enforceable against it in accordance with its terms.
Representations and Warranties of Trident. Trident represents and ----------------------------------------- warrants to the Company and the Bank that:
(a) Trident is registered as a broker-dealer with the Commission and is in good standing with the NASD.
(b) Trident is validly existing as a corporation under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Trident, and this Agreement is a legal, valid and binding obligation of Trident, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of registered broker-dealers the accounts of whom may be insured by the Securities Investor Protection Corporation or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy or Section 23A).
(d) Each of Trident and, to Trident's knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Trident shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services; and Trident is a registered selling agent in such jurisdictions in which the Company is relying on such registration for the sale of the Shares, and will remain registered in such jurisdictions until the Conversion is consummated or terminated.
(e) The execution and delivery of this Agreement by Trident, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not conflict with the corporate charter or bylaws of Trident or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Trident is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree in injunction by which Trident is bound.
(f) Any ...
Representations and Warranties of Trident. For all purposes of this Article II, for the avoidance of doubt, Fountain and each other member of the Fountain Group shall be a Subsidiary of Trident immediately prior to the Effective Time (without giving effect to the Distribution). Trident hereby represents and warrants to Patriot that, except (i) as set forth in the applicable section (or another section to the extent provided in Section 8.14) of the Trident Disclosure Letter or (ii) to the extent disclosed or identified in any report, schedule, form or other document filed with, or furnished to, the SEC by Trident and publicly available prior to the date of this Agreement and after September 26, 2009, or in the Draft Form 10, to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face (other than any forward-looking disclosures set forth in any risk factor section (except for any disclosure therein related to historical facts), any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent that they are primarily cautionary in nature):
Representations and Warranties of Trident. Trident hereby represents and warrants as of the date hereof and as of the Closing Date to Enstar as follows:
Representations and Warranties of Trident. (a) Trident represents and warrants to the Company and the Association that:
(i) Trident Securities, Inc. is a corporation and is validly existing in good standing under the laws of the State of North Carolina with full power and authority to provide the services to be furnished to the Association and the Company hereunder.
(ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Trident, and this Agreement has been duly and validly executed and delivered by Trident and is the legal, valid and binding agreement of Trident, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforceability of the rights of creditors generally and judicial limitations on the right of specific performance and except as the enforceability of indemnification and contribution provisions may be limited by applicable securities laws.
(iii) Each of Trident and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services.
(iv) No approval of any regulatory or supervisory or other public authority is required in connection with Trident's execution and delivery of this Agreement, except as may have been received.
(v) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Trident, pending or threatened, which might materially adversely affect Trident's performance under this Agreement.
Representations and Warranties of Trident. Except as is otherwise described in the applicable Schedules, Trident represents and warrants to Trident and the Stockholders, as of the date of this Agreement and as of the Closing, all as follows in this Article III:
Representations and Warranties of Trident. Trident represents and warrants to Sun that the statements contained in this Article III are true and correct except to the extent disclosed in (i) any Trident SEC Documents filed or furnished with the SEC during the three (3) year period prior to the date of this Agreement and publicly available prior to the date of this Agreement (including exhibits and other information incorporated by reference therein, but excluding, in each case, any predictive, cautionary or forward looking disclosures including those contained under the captions “risk factors,” “forward looking statements” or any similar precautionary sections and any other disclosures contained therein that are predictive, cautionary or forward looking in nature); or (ii) the disclosure schedules delivered by Trident to Sun at or before the execution and delivery by Sun of this Agreement (the “Trident Disclosure Schedule”) with such disclosure qualifying the representation or warranty only to the extent it makes reference to a specific section or sub-section of this Article III, or that it is reasonably apparent on the face of the disclosure that such disclosure qualifies or applies to another section or sub-section of this Article III.
Representations and Warranties of Trident. 9 Section 2.6. Representations and Warranties of Farallon .. 9
Representations and Warranties of Trident. Trident hereby represents and warrants to Parent and Parent Sub as follows:
Representations and Warranties of Trident. Trident represents and warrants to ILCD as follows:
